Terms & Conditions

Terms and Conditions for Choose Your Leads 

 Choose Your Leads is the trading name of a company registered in England and Wales with the registration number 07629294. The registered office is at 128 City Road, ECIV 2NX, London(UK)

Background

1. We own the copyright and database rights to the Choose Your Leads.
2. We have agreed to provide the services (defined below) under the terms of this agreement.

Agreed Terms

1. Interpretation

1.1 In this agreement and the order form, the following words and phrases have the specified meanings: 1.2 The headings in this agreement are for reference only and do not affect its interpretation or construction.

• Authorized Person: The individual specified in the order form or any other individual you notify us of in writing (including email) who has full legal authority to enter into this agreement.
• Business Day: Any day other than a Saturday, Sunday, or public holiday in England when banks in London are open.
• Business Purpose: The reason you need the choose your leads is Data Consultancy Data as specified in the order form.
• Charges: The fees listed in the order form, which may be adjusted from time to time per this agreement.
• Commencement Date: The date you sign the order form.
• Confidential Information: All confidential information disclosed by us to you or your employees, officers, representatives, advisors, or subcontractors involved in the services, which needs to be known for the purposes of this agreement. This includes information marked as confidential or that should reasonably be considered confidential due to its nature and how it was disclosed. This encompasses trade secrets, proprietary information about products, services, customers, personal data, suppliers, business accounts, financial or contractual arrangements, computer systems, test data, software, source and object code, business methods, and development plans in any format, whether or not communicated orally or marked “confidential”, including the input and deliverables (as applicable).
• Controller: The individual or legal entity, public authority, agency, or other body which determines the purposes and means of processing personal data, alone or jointly with others.
• Data: Any data, database, or information, in any form, that may be provided as part of the services, including any personal data.
• Database Right: The intellectual property right in a database as defined in section 3A(1) of the Copyright, Designs and Patents Act 1988.

• Email Broadcast: This service, part of our offerings if selected on the Order Form, involves us providing and managing choose your leads Data Consultancy Data to conduct an email campaign on your behalf.
• External Email Broadcast: This service, part of our offerings if selected on the Order Form, involves providing you with a subset of choose your leads Data Consultancy Data to conduct your own email campaign. This is different from the Email Broadcast service where we manage the campaign for you.
• Goneaway: An address where mail cannot be delivered because the recipient has never lived there, no longer lives there, or the address is incomplete, indicated by the appropriate Royal Mail failure designation.
• Intellectual Property Rights: This includes patents, utility models, rights to inventions, copyrights, trademarks, service marks, business names, domain names, trade dress, goodwill, the right to sue for passing off or unfair competition, design rights, database rights, and rights to confidential information (including know-how and trade secrets). It encompasses Choose Your Leads, Lead Generation and Product Questions, Core Questions, and all other intellectual property rights, whether registered or unregistered. This also includes applications and rights to renew or extend such rights, and similar protections worldwide.
• List Rental: The rental of any part of the Choose Your Leads, as specified in the Order Form.
• choose your leads: Data owned by us, attracting Database Rights, compiled from Third Party Data, the Resident Database, Lead Generation responses, or data we collect or maintain. This data is available to you as part of our Services.
• Multi-Use Marketing: A series of mailings (including emails) conducted by you using the choose your leads . The number of mailings and the timeframe are specified in the Order Form.
• Resident Database: Databases containing names, addresses, and telephone numbers of individuals, with data purchased, derived, or imputed by us as part of the Services.
• Single Use Mailing: A one-time mailing (including email) conducted by you using the Choose Your Leads .
• Single Use Telemarketing: A one-time outbound telephone marketing activity conducted by you using the Choose Your Leads.
• Personal Data: Any information relating to an identified or identifiable natural person (data subject). An identifiable person is one who can be identified directly or indirectly, especially by reference to identifiers like a name, ID number, location data, online identifier, or other specific factors.

Factors Specific to Personal Identity

These factors pertain to a person’s physical, physiological, genetic, mental, economic, cultural, or social identity.

Privacy and Data Protection Requirements

These include:

• The Data Protection Act 2018
• The UK GDPR (General Data Protection Regulation)
• General Data Protection Regulation 2016
• Regulation of Investigatory Powers Act 2000
• Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699)
• Electronic Communications Data Protection Directive (2002/58/EC)
• Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003)
• All applicable laws and regulations related to processing personal data and privacy, including guidance and codes of practice from the Information Commissioner or other relevant supervisory authorities, as well as equivalent laws in any relevant jurisdiction.

Processing

“Processing” means any activity or set of activities performed on personal data, whether automated or not, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

Processor

A “Processor” is any individual or organization, public authority, agency, or other body that processes personal data on behalf of the data controller.

Security Breach

A “Security Breach” refers to: (a) A breach involving  choose your leads deemed serious enough to notify the Information Commissioner or other relevant supervisory authority within the 72-hour statutory time limit according to the Privacy and Data Protection Requirements. (b) A breach involving  choose your leads Data Consultancy Data considered serious enough to pose a high risk to the rights and freedoms of the affected individuals, necessitating notification.

Services

The “Services” are those related to the  choose your leads  provided by us to you in return for the Charges, as detailed in the Order Form.

Term

The “Term” is the duration specified in the Order Form.

Your Order

“Your Order” refers to our confirmed order form, signed and accepted by you, outlining the data we will supply for the Business Purpose and the Charges you will pay for the Services.

Agreement Acceptance

Your signature on these terms and conditions, the related Order Form, or the related Order Confirmation signifies your acceptance of these terms and conditions. If you do not sign these documents, your continued instructions to us will still constitute your acceptance of these terms and conditions.

Scope

During the Term, we will provide the Services to you, and you will pay the Charges.

Services Details

1. During the Term, we will supply the Services by providing choose your leads according to your instructions in the Order Form.
2. We will only act on specific instructions from you if they are:
   • In writing
   • Given by an Authorized Person
3. We will choose your leads solely for Business Purposes and in compliance with your instructions as outlined in the Order Form.

4.4 Delivery Dates

If we agree on a delivery date in the Order Form, please note that the date is only an estimate. We won’t be liable for any loss or damage you might experience due to a late delivery of choose your leads.

5. License

5.1 Grant of License

As part of the services and in return for the charges you pay, we grant you a non-exclusive, non-transferable, and revocable license to use the data for business purposes during the term. This license allows you to:

• Access and view choose your leads (without manipulating or creating derived data).
• Store the data on your system for up to 60 days, unless otherwise specified in the Order Form.
• Distribute the data to your users within your system.

5.2 Restrictions on Distribution

You may not distribute the data to any third party, except as an agent for a client, provided that:

• You notify us of the client’s identity before distribution (failure to do so is a breach of this agreement and allows us to terminate it).
• You remain fully liable under this agreement.

5.3 Usage Conditions

You must:

• Make only the necessary copies of the data for business purposes, including backups, mirroring, security, disaster recovery, and testing.
• Not extract, reuse, exploit, redistribute, or store the data beyond business purposes.
• Avoid any actions that could harm our reputation or that of our directors or senior employees.
• Ensure your employees, agents, or directors do not engage in any actions that would breach the above conditions.
• Take reasonable steps to ensure the reliability of your employees who have access to the data.

5.4 Usage Rights

Your usage rights are non-exclusive and for single use only, unless specified otherwise in the Order Form.

5.5 Single Use Permissions

• Mailing and Email Broadcast: You can send a single piece of mail or email to each name supplied in your order.
• Telemarketing: You can make a single contact attempt to each specified name within 28 days, with a maximum of three call attempts. If a name can’t be reached after three attempts, you cannot call them again.

5.6 Multi-Use Marketing

You are responsible for compliance with all relevant laws, including Privacy and Data Protection Requirements, and must report any opt-outs immediately. You must follow a Fair Use of Data Policy to ensure no excessive contact with individuals.

5.7 Suppression Requests

If we receive a suppression request from an individual or through the Telephone or Mailing Preference Service, we will provide this to you, and you must immediately remove them from any mailing lists and cease all contact.

5.8 Third-Party Data Provision

We may provide the data to any third party at any time, unless an exclusivity period is specified in the Order Form.

5.9 Data Delivery

We will securely deliver the data using the delivery details specified in the Order Form.

5.10 Breach of Agreement

If you breach this agreement or any Order Form provision, including using the data beyond the 28-day window (unless otherwise specified), we may charge a re-use fee of 100% of your order value for each breach.

Right to Audit Choose your leads has the right to audit your use of their data to ensure you comply with the 28-day usage restriction and verify that you have deleted their data after this period. This audit may include visiting your premises and checking if the data was used for Multi-Use Marketing or single-use.

6. Charges

6.1 You must pay us the Charges for the Services.

6.2 The Charges are due according to the payment structure and invoicing procedure detailed in the Order Form.

6.3 Timely payment is crucial and a material obligation under this agreement.

6.4 If you miss a payment deadline, you will owe interest on the overdue amount at 4% per annum above HSBC Bank Plc’s base rate. This interest will accrue daily until full payment is made, including any interest accrued.

6.5 All Charges are exclusive of VAT, which you must pay as required by law.

6.6 If we supply data for deduplication purposes, and you are to pay only for the “net names” actually used, you must claim any credit for unused data within 60 days of delivery, unless otherwise agreed. This claim must be supported by a de-duplication report from an approved agency and is conditional on the return of unused data. Failure to return the unused data allows us to charge for all records delivered.

6.7 If you do not notify us in writing or by email about any issue with the data within 4 business days of signing the Order Form or the specified delivery date, you will be deemed to have received and accepted the data as meeting your expectations.

6.8 We will either request payment on a Pro-Forma basis or invoice you upon receipt of a signed order confirmation, with agreed payment terms outlined.

6.9 If we agree to cancel an order before the data is delivered, you must still pay for any data orders placed before we received the cancellation request.

7. Unauthorised Use If the data or materials are used without authorization, and this is due to your actions or a third party who obtained the data from you, you must immediately pay us the Charges we would have billed, along with interest as per clause 6.4, from the date of the unauthorized use. This amount will not include any discounts applied to the original supply of the data, and we may calculate the total Charges by multiplying the number of invoices by the number of unauthorized uses up to the payment date.

Processing personal data is also a breach of privacy and data protection requirements, which may subject you to ICO enforcement.

8. Intellectual Property Rights

8.1 You acknowledge that we have invested significantly in the acquisition, verification, selection, coordination, development, presentation, and provision of Choose Your Leads, which is protected by database rights.

8.2 You acknowledge that:

• 8.2.1 All intellectual property rights in Choose Your Leads are our property, and this agreement does not transfer, assign, or license any of our copyrights or intellectual property rights.
• 8.2.2 You have no rights to Choose Your Leads except to use them for the business purpose specified in the order form in accordance with this agreement.
• 8.2.3 You only have a non-exclusive, royalty-free, personal, non-assignable, non-sub-licensable license (coterminous with this agreement) to process (but not adapt, alter, manipulate, or create derived data from) Choose Your Leads in the United Kingdom as necessary for the business purpose in accordance with this agreement.

8.3 You acknowledge that any trade names or proprietary products referenced in Choose Your Leads, without specific acknowledgment, should not be considered free for general use outside the scope of the business purpose.

8.4 We reserve the right to grant licenses for Choose Your Leads to other parties.

8.5 You must notify us immediately if you become aware of any suspected or actual unauthorized use of Choose Your Leads.

9. Confidentiality

9.1 You acknowledge that confidential information includes Choose Your Leads.

9.2 You must keep our confidential information confidential and must not:

• 9.2.1 Use any confidential information except for the business purpose.
• 9.2.2 Disclose any confidential information to any third party, in whole or in part.

9.3 Confidential information does not include information that:

• 9.3.1 Is or becomes publicly available (not due to your breach of this clause).
• 9.3.2 Was available to you on a non-confidential basis before we disclosed it.
• 9.3.3 Becomes available to you on a non-confidential basis from someone not bound by a confidentiality agreement with us.
• 9.3.4 Was known to you before we disclosed it.

9.4 You may disclose confidential information to your representatives who need to know it for the business purpose, provided that:

• 9.4.1 You inform them of its confidential nature before disclosure.
• 9.4.2 You are responsible for their compliance with these confidentiality obligations.

9.5 We or you may disclose confidential information as required by law or by any governmental or regulatory authority, or court, provided we give each other as much notice of the disclosure as possible.

9.6 These confidentiality provisions continue to apply after this agreement ends.

10. Data Security

10.1 You must keep Choose Your Leads secure and encrypted. Additionally, you should use all reasonable security measures and systems to protect the data from unauthorized access, copying, modification, storage, reproduction, display, or distribution. If any unauthorized activity occurs, you must take prompt and appropriate action to address it, in compliance with Privacy and Data Protection Requirements.

10.2 If you:

10.2.1 Notice any unauthorized or illegal handling of  Choose Your Leads, or if you find that this data is lost, destroyed, damaged, corrupted, or otherwise unusable;

10.2.2 Become aware of a Security Breach;

10.2.3 Discover or suspect that Choose Your Leads has been accessed by someone who isn’t authorized;

You must immediately notify us so we can inform the ICO within the required time frame, if necessary. You also need to work with us to fix the issue as quickly as possible.

10.3 You must keep Choose Your Leads under your control for the duration of the agreement and take reasonable steps to maintain its integrity and prevent its use, copying, manipulation, corruption, or loss.

10.4 We will monitor your use of Choose Your Leads to enforce this agreement by including a small number of dummy contacts in the data.

11. External Email Broadcast

When using Choose Your Leads for External Email Broadcasting:

11.1 We will provide you with a test email address to use during the testing phase of your email campaign.

11.2 Once you receive the data, you must use our provided unsubscribe wording for your unsubscribe mechanism and include any header and footer information, as well as friendly from address domains, to ensure compliance.

11.3 Any opt-outs or suppression lists we provide must be excluded from your email broadcasts.

11.4 Within 7 days of broadcasting your campaign, you must send all unsubscribes Choose Your Leads. Any additional unsubscribes must be sent as soon as you receive them.

11.5 You must provide details about your email broadcasting system and confirm that it complies with current UK Privacy and Data Protection Requirements.

12. Your Obligations

12.1 Your legal obligations regarding Choose Your Leads and this agreement also apply to your outsourced partners.

12.2 You agree to use Choose Your Leads only for business purposes.

12.3 If the data is in electronic format, you are the only one who can extract and print it. Any printed materials or copies must be securely kept and not shared with third parties, in line with Privacy and Data Protection Requirements.

12.4 Electronic data, including any copies, must be deleted and destroyed within 12 weeks of the Order Form date, unless another time frame is specified in the Order Form. You must provide proof of this destruction to  Choose Your Leads.

12.5 If a recipient asks not to be contacted again, you must provide their name and address Choose Your Leads as soon as possible, and no later than 5 business days.

12.6 You must inform us immediately of any notices or communications from the Information Commissioner’s Office or any other official or legislative body regarding Choose Your Leads.

12.7 You must always comply with the Data Protection Act 2018 and UK GDPR regarding the use and storage of the  Choose Your Leads.

12.8 You must promptly provide us with the names and addresses of any partners involved in mailing, fulfillment, email broadcasting, or telemarketing.

                Data Security and Liability

12.8 If you share Choose Your Leads with any partners, you need to ensure they keep the data secure and have strong data protection measures in place that match UK GDPR standards. You are responsible for their compliance with these standards and for any failures on their part.

12.9 You agree not to transfer Choose Your Leads to anyone outside the EEA unless you have written permission from Choose Your Leads.

12.10 If you fail to comply with relevant laws, industry codes, or best practices, or mishandle the data in a way that damages our reputation or requires extra effort on our part, we may charge you up to £1,000 for each incident.

12.11 For six months after the final delivery of Choose Your Leads, you must not offer employment to or attempt to hire any of our employees.

Warranties

13.1 You warrant that:

• You have the right to process the data and will do so in compliance with Privacy and Data Protection Requirements. You are unaware of any issues that might lead to a breach.
• You will implement proper technical and organizational measures to protect the data from unauthorized access or accidental loss, ensuring appropriate security.
• You will ensure compliance with these measures and carry out your obligations with skill and care.
• Processing the data under this agreement will not infringe on any third-party intellectual property rights.
• Any materials sent using the data will comply with the British Code of Advertising Practice and other relevant codes, and will not infringe on copyrights or be illegal in any way.
• You will follow telemarketing laws and good practices, including those set out in the Privacy and Electronic Communications Regulations 2003 and the Communications Act 2002, and ensure telephone scripts comply with ICSTIS rules.

13.2 Please note:

• We do not guarantee that the data is accurate, complete, reliable, secure, useful, or fit for your purpose.
• We have not tested the data for use by you or any third parties.
• We do not guarantee that the data will be suitable for your business purposes.

13.3 Except as stated in this agreement, we exclude all other warranties, conditions, and terms to the extent allowed by law.

Quality Assurance

14.1 The data may contain some inaccuracies or “Goneaways.”

14.2 If the number of Goneaways exceeds the agreed percentage or if any other issues are found in the data, we can fix the issue by supplying corrected data. If you do not notify us of any defects within 30 days of receiving the data, you will be considered to have accepted it as is.

14.3 If Choose Your Leads includes name details (like titles, first names, initials, last names, or other requested fields), not every record will necessarily have all these details. We won’t provide replacements or refunds for incomplete data.

14.4 We will attempt to de-duplicate the data to the best of our ability, but we won’t offer replacements or refunds for minor duplication if it’s less than 3% of the data.

14.5 Address details, like those from Royal Mail, might change over time (e.g., if a postcode changes or a building becomes multi-occupancy). We may not be able to identify or remove such duplicates, so no replacements or refunds will be provided for these issues.

14.6 Email addresses change frequently and can be unreachable for various reasons (e.g., disabled accounts, full mailboxes, anti-spam policies). Expect a higher rate of undeliverable emails compared to mail or phone data. If hard bounces exceed 15% of the data, we will only replace data or provide a refund for the bounces above this threshold.

14.7 We won’t replace data or provide refunds for undeliverable email addresses due to reasons other than those specified or for hard bounces below the 15% threshold.

14.8 To claim a replacement or refund for Goneaways, you must contact at least 1,000 records or 20% of the total records, whichever is greater. If there are fewer than 1,000 records, you must contact all of them.

14.9 Replacement or refunds for Goneaways will only be considered if the following thresholds are met:

• Addresses: 13%
• Telephone Numbers: 13%

14.10 Claims for replacements or refunds must be supported by documentation (e.g., returned envelopes, call records) and submitted within 30 days of purchase.

14.11 We won’t process replacements or refunds without supporting documentation. Each purchase can only have one claim; separate claims are needed for each purchase.

14.12 Until a refund is confirmed, you are required to pay the full amount due. We reserve the right to use legal means to recover any unpaid amounts and additional costs incurred.

Limitation of Liability

15.1 Neither party will limit or exclude liability for:

• Fraud or fraudulent misrepresentation
• Death or personal injury caused by negligence
• Any matter where exclusion of liability would be illegal

15.2 We are not liable for:

• Any loss of profits, business opportunities, reputation, or goodwill
• Any loss or corruption of data or information
• Loss of anticipated savings or wasted expenditure
• Any loss under or related to other contracts
• Any loss due to the data providing fewer responses than estimated

15.3 Our total liability, whether in contract, tort, misrepresentation, or otherwise, is limited to 50% of the total charges paid for the erroneous services in the 12 months before the issue arose.

15.4 Delivery dates are approximate, and we are not liable for delays caused by circumstances beyond our control or due to your failure to provide proper instructions.

15.5 You are considered a Processor under Privacy and Data Protection Requirements. You agree to indemnify us for any claims, losses, or expenses related to:

• Not being recognized as a Processor
• Performing acts that a Processor shouldn’t or would not reasonably do
• Failing to perform acts required of a Processor

15.6 You will also indemnify us for any claims related to the processing of the data, except for issues arising from our own negligence or willful misconduct. This includes any claims of intellectual property infringement.

15.7 Claims for damages must be made within one year from when you knew or should have known about the breach.

Term and Termination

16.1 This agreement starts on the Commencement Date and will continue for the period specified in the Order Form unless terminated earlier.

16.2 You may terminate this agreement with 30 days’ written notice.

16.3 We may terminate the agreement immediately if you fail to pay any amounts due within 30 days after a payment request.

16.4 Either party may terminate the agreement immediately if:

• There’s a material breach not remedied within 30 days of notice
• The other party faces financial difficulties (e.g., insolvency, bankruptcy)
• There’s a legal or regulatory issue affecting the other party

16.5 Provisions that should remain in force after termination will continue to apply.

16.6 Termination or expiration doesn’t affect rights or obligations that accrued up to that point.

16.7 On termination or expiration, you must immediately pay any outstanding amounts.

16.8 You must return or destroy all data, information, and materials provided by us as soon as possible.

16.9 If you are legally required to retain any documents or materials, notify us in writing with details of what must be kept.

Force Majeure

Neither party will be held liable for delays or failures to perform due to circumstances beyond reasonable control. The performance period will be extended by the delay period.

Contract Assignment

18.1 You cannot transfer or assign this Agreement or your rights and obligations without our written consent.

18.2 If you transfer assets, Choose Your Leads remains our property. Using it without authorization allows us to claim against you and the third party.

18.3 You are acting on your own behalf, not for any other person.

18.4 We can transfer or assign our rights and obligations without your consent.

Contract Waiver

Failure to exercise any right or remedy doesn’t mean we waive that right. No partial exercise of a right will prevent further exercise.

Rights and Remedy

Rights and remedies under this agreement are in addition to any provided by law.

Notice

Notices must be in writing and delivered by hand, first-class post, or next-day delivery to the registered office or principal place of business.

Notices and Communications

22.1 Hand-delivered notices are effective upon the signature of a delivery receipt or when left at the proper address.

22.2 Notices sent by post are effective at 9:00 am on the second business day after posting or as recorded by the delivery service.

Entire Agreement

24.1 This agreement is the complete understanding between us and supersedes all previous discussions or agreements.

24.2 Neither party relies on any representations or warranties not included in this agreement.

Agreement Variations

25.1 Changes to this agreement must be in writing and signed by both parties.

Severance

26.1 If any part of this agreement is invalid or unenforceable, it will be modified or deleted to make it valid. The rest of the agreement will remain effective.

26.2 We will negotiate in good faith to amend any invalid provisions to achieve the original commercial intent.

No Partnership or Agency

27.1 This agreement does not create a partnership or agency relationship between us.

27.2 Each party is acting independently and not on behalf of the other.

28. Third Party Rights
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this agreement.

29. Governing Law

This agreement, as well as any disputes or claims related to it—whether they arise from the agreement itself or from its formation—will be governed by and interpreted according to the laws of England and Wales.

30. Jurisdiction

We both agree that only the courts of England and Wales will have the authority to resolve any disputes or claims related to this agreement or its formation.